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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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TXO Partners, L.P. (Name of Issuer) |
Common Units representing limited partner interests (Title of Class of Securities) |
87313P103 (CUSIP Number) |
Bob R. Simpson
c/o TXO Partners, L.P., 400 West 7th Street
Fort Worth, TX, 76102
(817) 334-7800
c/o TXO Partners, L.P., 400 West 7th Street
Fort Worth, TX, 76102
(817) 334-7800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/11/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 87313P103 |
| 1 |
Name of reporting person
Bob R. Simpson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,950,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units representing limited partner interests | |
| (b) | Name of Issuer:
TXO Partners, L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
400 West 7th Street, Fort Worth,
TEXAS
, 76102. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on May 19, 2025 (as amended to date, the "Schedule 13D"), relating to the Common Units representing limited partner interests (the "Common Units"), of TXO Partners, L.P., a Delaware limited partnership (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is amended and supplemented as follows:
From May 7, 2026 to May 20, 2026, the Reporting Person purchased an aggregate of 1,200,000 Common Units for aggregate consideration of approximately $15.3 million. The Reporting Person used personal funds for each of these acquisitions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated as follows:
Amount beneficially owned: 7,950,000
Percent of Class: 14.3% | |
| (b) | Number of shares the Reporting Person has:
Sole power to vote or direct the vote: 7,950,000
Shared power to vote: 0
Sole power to dispose or direct the disposition of: 7,950,000
Shared power to dispose or direct the disposition of: 0
The Reporting Person is the record holder of the Common Units reported herein.
The above percentage is based on 55,446,407 Common Units outstanding based on information received from the Issuer. | |
| (c) | In the last 60 days, the Reporting Person has purchased an aggregate of 1,200,000 Common Units in a series of open-market transactions. Details by date, listing the number of Common Units purchased and the weighted average price per Common Unit, are provided in Annex A. The Reporting Person undertakes to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of Common Units purchased at each separate price for each transaction.. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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